UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No.1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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January
29, 2009
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Date
of Report (Date of earliest event
reported)
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CHINA
NATURAL GAS, INC.
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(Exact
name of registrant as specified in
charter)
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Delaware
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001-31539
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98-0231607
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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19th
Floor, Building B, Van Metropolis
Tang
Yan Road, Hi-Tech Zone
Xian,710065,
Shaanxi Province
China
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(Address
of principal executive offices)
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+86-29-88323325
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Registrant’s
telephone number, including area
code:
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This
Current Report on Form 8-K/A is being filed by China Natural Gas,
Inc. (the “Company”) as Amendment No. 1 to the Company’s Current
Report on Form 8-K that was filed with the Securities and Exchange Commission on
April 10, 2009. The Company has determined that no material modification to the
right of security holders has occurred through the warrant repricing reported in
the original current report on Form 8-K, as the exercise price adjustment was a
term of the warrants when first issued, and such term was not amended. The
Company therefore believes that the current report on Form 8-K should be amended
to reflect a report being voluntarily filed pursuant to Form 8-K Item 8.01,
rather than filed pursuant to the requirements of Form 8-K Item
3.03.
Item
8.01. Other
Events
On
January 29, 2009, the Company downwardly adjusted the per share exercise price
of warrants to purchase common stock of the Company (the “Warrants”) from
$7.3652 to $3.6826. The Warrants were issued pursuant to the Warrants
Agreement dated as of January 29, 2008 (the “Warrant Agreement”) by and among
the Company, Deutsche Bank AG, Hong Kong Branch as Warrant Agent and Deutsche
Bank Luxembourg S.A. as Warrant Registrar. Pursuant to the Warrant
Agreement, the exercise price of the Warrants is adjusted on the first
anniversary of issuance and thereafter, at every six month anniversary beginning
in the fiscal year 2009 if the volume weighted average price, or VWAP for the 15
trading days prior to the applicable reset date is less than the then applicable
exercise price, in which case the exercise price shall be adjusted downward to
the then current VWAP; provided however, that in no event shall the exercise
price be adjusted below $3.6826 per share.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CHINA
NATURAL GAS, INC. |
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Date:
June 15, 2009
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By: |
/s/ Qinan
Ji
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Qinan
Ji
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Chief
Executive Officer
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